Seabridge Gold Inc. (NYSE: SA) announced that shareholders approved the spin-out of its Courageous Lake gold project during a special meeting held May 22, 2026. The arrangement received approval from 99.76% of votes cast, with 62,677,638 shares voted in favor and 151,730 against.

A total of 62,829,369 common shares were represented at the meeting, constituting 58.51% of the company's issued and outstanding shares on the record date. Shareholders also approved Valor Gold Corp.'s proposed restricted share unit and deferred share unit plan by a 99.18% margin.

Under the arrangement, Seabridge will transfer its 100% interest in the Courageous Lake gold project located in Canada's Northwest Territories to Valor Gold Corp. Seabridge will then distribute 55,000,000 Valor shares to its shareholders at a ratio of one Valor share for every approximately 1.957 Seabridge shares held.

The transaction requires approval from the British Columbia Supreme Court, with a hearing scheduled for May 27, 2026. Subject to court approval and other closing conditions, the arrangement is expected to complete on or about June 3, 2026.

Valor has applied for listing on the Toronto Stock Exchange and quotation on the OTCQB Venture Market in the United States. Following completion of the arrangement, Seabridge's existing shares will be suspended from trading on the TSX and NYSE, with new shares expected to begin trading June 5, 2026. Valor shares are anticipated to commence trading on the TSX the same day.

The company stated that shareholders holding shares through brokers will have their exchanges processed automatically, while registered shareholders must complete required documentation through depositary Computershare Investor Services Inc.